Powerlong Real Estate Holdings Limited (“POWERLONG”, 01238) has adopted its Third Amended and Restated Memorandum and Articles of Association (“New M&A”) by special resolution passed on 12 June 2026. The rewrite modernises the Group’s constitutional framework and embeds greater flexibility in capital management and corporate governance.
Key Highlights
1. Capital Structure • Authorised share capital confirmed at HK$300.00 million, divided into 30.00 billion ordinary shares of HK$0.01 par value each. • The Board retains authority to issue new shares, create preference or restricted-voting classes, and implement warrants. • The Company is empowered to repurchase its own shares, hold them as treasury shares and subsequently cancel, transfer or re-issue them, enhancing capital-management flexibility.
2. Digital & Remote Governance • All general meetings may now be held physically, virtually or in hybrid format. • Electronic communications, e-proxies, electronic voting and digital distribution of corporate documents are expressly permitted, aligning procedures with Hong Kong’s Uncertificated Securities Market (“USM”) regime. • Notices can be served via electronic means, company website postings or Exchange website announcements, cutting administrative timelines.
3. Board Composition & Powers • Minimum of two directors maintained; casual vacancies and new appointments can be filled by the Board, subject to re-election at the next annual general meeting. • Every director must submit to retirement by rotation at least once every three years. • Directors barred from voting on resolutions where they or their close associates have a material interest, except in narrowly defined circumstances. • Enhanced indemnity provisions protect directors, auditors and officers against liabilities incurred in the course of their duties.
4. Shareholder Rights & Dividends • Dividends may be paid in cash or satisfied wholly/partly by scrip dividends. • Interim, special and scrip distributions can be executed at the Board’s discretion, subject to profit availability. • Unclaimed dividends outstanding for six years may be forfeited to the Company.
5. Corporate Flexibility • The New M&A permits the Company to: – Merge or consolidate with other entities, subject to shareholder approval by special resolution. – Transfer its place of incorporation by way of continuation to another jurisdiction. – Capitalise reserves for bonus share issues or to pay up unpaid amounts on existing shares.
6. Administrative Provisions • Updated procedures for the destruction of registrable documents after statutory retention periods. • Clear guidelines for dealing with untraceable shareholders, allowing sale of shares after 12 years of unclaimed dividends. • Introduction of electronic instructions for corporate actions and real-time settlement of dividend payments through Hong Kong’s clearing systems.
The updated constitutional documents enhance corporate agility, streamline shareholder engagement through digital channels and bring POWERLONG’s governance practices in line with evolving regulatory and market standards.